What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-08 compared with 2021-02-09 · 39 added, 60 removed, 158 unchanged (39% of the section changed)

55 unchanged sentences

Bylaws of Masco Corporation, as Amended and Restated on February 5, 2021.

2020 10-K 3.b 02/09/2021

Indenture dated as of December 1, 1982 between Masco Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee under agreement originally with Morgan Guaranty Trust Company of New York, as Trustee, and Supplemental Indenture thereto dated as of July 26, 1994;

10 unchanged sentences

2017 10-K 4.b.i 02/08/2018

5.950% Notes Due March 15, 2022;

2016 10-K 4.b(iii) 02/09/2017

4.450% Notes Due April 1, 2025;

8-K 4.1 03/23/2015

4.375% Notes Due April 1, 2026;

8-K 4.2 03/16/2016

3.500% Notes Due November 15, 2027;

6 unchanged sentences

2.000% Notes Due October 1, 2030 8-K 4.1 09/18/2020

1.500% Notes Due February 15, 2028 8-K 4.1 03/04/2021

2.000% Notes Due February 15, 2031 8-K 4.2 03/04/2021

3.125% Notes Due February 15, 2051 8-K 4.3 03/04/2021

Other instruments, notes or extracts from agreements defining the rights of holders of long-term debt of Masco Corporation or its subsidiaries have not been filed since (i) in each case the total amount of long-term debt permitted thereunder does not exceed 10 percent of Masco Corporation's consolidated assets, and (ii) such instruments, notes and extracts will be furnished by Masco Corporation to the Securities and Exchange Commission upon request.

3 unchanged sentences

as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A.

and PNC Bank, National Association, as Co-Syndication Agents, and Deutsche Bank Securities, Inc., Royal Bank of Canada, SunTrust Bank, Bank of America, N.A., Fifth Third Bank and Wells Fargo Bank, National Association, as Co-Documentation Agents.

1 dated as of December 22, 2021.

8-K 10 12/22/2021

Exhibits 10.b through 10.k constitute the management contracts and executive compensatory plans or arrangements in which certain of the directors and executive officers of the Company participate.

Exhibits 10.b through 10.i constitute the management contracts and executive compensatory plans or arrangements in which certain of the directors and executive officers of the Company participate.

Masco Corporation 2005 Long Term Stock Incentive Plan (Amended and Restated May 11, 2010):

1 unchanged sentence

Form of Stock Option Grant Agreements:

for grants on or after January 1, 2013;

2017 10-K 10.b.iii 02/08/2018

for grants during 2012;

and 2017 10-K 10.b.iv 02/08/2018

for grants prior to 2012.

2015 10-K 10.b.i(ii)(C) 02/12/2016

for grants on or after January 1, 2013 2017 10-K 10.b.iii 02/08/2018

for grants during 2012 2017 10-K 10.b.iv 02/08/2018

for grants prior to 2012 2015 10-K 10.b.i(ii)(C) 02/12/2016

Incorporated By Reference Filed

3 unchanged sentences

Form of Restricted Stock Award Agreements:

for awards prior to July 1, 2018;

and 8-K 10.b 05/06/2014

for awards on or after July 1, 2018.

2018 10-K 10.c.ii 02/07/2019

Form of Restricted Stock Unit Award Agreement for awards granted on or after December 17, 2019.

2019 10-K 10.c.iii 02/11/2020

for awards prior to July 1, 2018 8-K 10.b 05/06/2014

for awards on or after July 1, 2018 2018 10-K 10.c.ii 02/07/2019

Form of Restricted Stock Unit Award Agreements:

for awards between December 17, 2019 and February 2, 2022 2019 10-K 10.c.iii 02/11/2020

for awards on or after February 3, 2022 X

Form of Stock Option Grant Agreements:

for grants prior to July 1, 2018;

8-K 10.d 05/06/2014

for grants between July 1, 2018 and December 17, 2019;

and 2018 10-K 10.c.iv 02/07/2019

for grants on or after December 17, 2019.

2019 10-K 10.c.vi 02/11/2020

for grants prior to July 1, 2018 8-K 10.d 05/06/2014

for grants between July 1, 2018 and December 17, 2019 2018 10-K 10.c.iv 02/07/2019

for grants between December 17, 2019 and February 3, 2022 2019 10-K 10.c.vi 02/11/2020

for grants on or after February 3, 2022 X

Form of Long Term Incentive Program Award Agreement for awards prior to December 17, 2019.

2 unchanged sentences

10-Q 10.a 04/29/2020

Long-Term Incentive Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated February 3, 2022) and form of Performance Restricted Stock Unit Award Agreement thereunder.

Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016).

1 unchanged sentence

Form of Restricted Stock Award Agreement for Non-Employee Directors:

for Non-Employee Directors for awards prior to July 1, 2018;

and 10.c 05/06/2014

for Non-Employee Directors for awards after July 1, 2018.

2018 10-K 10.c.viii 02/07/2019

for Non-Employee Directors for awards prior to July 1, 2018 8-K 10.c 05/06/2014

for Non-Employee Directors for awards after July 1, 2018 2018 10-K 10.c.viii 02/07/2019

Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated February 7, 2020).

2019 10-K 10.c.xiii 02/11/2020

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors for grants on or after February 7, 2020.

2019 10-K 10.c.xiv 02/11/2020

Form of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto for Richard A.

2015 10-K 10.d.i(i) 02/12/2016

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors:

for awards between February 7, 2020 and February 3, 2022 2019 10-K 10.c.xiv 02/11/2020

for awards on or after February 3, 2022 X

Form of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto (includes amendment freezing benefit accruals) for John G.

3 unchanged sentences

Compensation of Non-Employee Directors.

2019 10-K 10.g 02/11/2020

Masco Corporation Retirement Benefit Restoration Plan effective January 1, 1995 (as amended and restated December 22, 2010), and amendments thereto effective February 6, 2012 and January 1, 2014.

2016 10-K 10.i 02/09/2017

Letter Agreement dated June 29, 2009 between Richard A.

Manoogian and Masco Corporation.

2014 10-K 10.k.i 02/13/2015

Second Amended and Restated Aircraft Time Sharing Agreement dated June 26, 2019 between Richard A.

Manoogian and Masco Corporation.

2019 10-K 10.i.ii 02/11/2020

Incorporated By Reference Filed

Exhibit Description Form Exhibit Filing Date

Agreement dated June 18, 2019 between Joe Gross and Masco Corporation.

10-Q 10 07/25/2019

Severance and Release Agreement dated February 21, 2020, between Masco Corporation and Joseph B.

10-Q 10.b 04/29/2020

Masco Corporation Retirement Benefit Restoration Plan effective January 1, 1995 (as amended and restated December 22, 2010), and amendments thereto effective February 6, 2012 and January 1, 2014.

2016 10-K 10.i 02/09/2017

Employment Offer Letter dated May 3, 2021 between Richard Marshall and Masco Corporation 10-Q 10 07/29/2021

Employment Offer Letter dated January 6, 2022 between Robin Zondervan and Masco Corporation 8-K 10 02/07/2022

List of Subsidiaries.

23 unchanged sentences

and Chief Accounting Officer

Michael Losh Chairman of the Board

/s/ Richard A.

Manoogian Chairman Emeritus

Payne Chair of the Board

Alexander Director

6 unchanged sentences

Parfet Director

Payne Director

Plant Director

13 unchanged sentences

2021 $ 7 $ 1 $ — $ ( 2 ) (a) (b) $ 6

2019 $ 5 $ 1 $ — $ ( 2 ) (b) $ 4

2018 $ 4 $ 3 $ — $ ( 2 ) (b) $ 5

2020 $ 5 (c) $ 3 $ — $ ( 1 ) (a) $ 7

2019 $ 5 $ 1 $ — $ ( 2 ) (a) $ 4

Valuation allowance on deferred tax assets:

2020 $ 38 $ — $ 2 (c) $ ( 5 ) (d) $ 35

2019 $ 43 $ — $ — $ ( 5 ) (d) $ 38

2021 $ 35 $ 5 $ — $ ( 23 ) (b) $ 17

2020 $ 38 $ — $ 2 (d) $ ( 5 ) (e) $ 35

2019 $ 43 $ — $ — $ ( 5 ) (e) $ 38

______________________________

(a) Includes a $ 1 million adjustment related to the cumulative effect of adoption of the new credit loss standard (refer to Note A).

(b) Deductions, representing uncollectible accounts written off, less recoveries of accounts written off in prior years.

(c) $ 2 million net increase in valuation allowance due to currency translation recorded in other comprehensive income (loss).

(d) $ 5 million net reduction to valuation allowance recorded as an income tax benefit.

(e) $ 3 million net reduction to valuation allowance recorded as an income tax benefit and $ 1 million reduction recorded primarily in other comprehensive income (loss).

(a) Deductions, representing uncollectible accounts written off, less recoveries of accounts written off in prior years.

(b) As a result of the Hüppe divestiture in May 2021, $ 1 million was removed from allowance for credit losses and $ 23 million was removed from valuation allowance on deferred tax assets.

(d) $ 2 million net increase in valuation allowance due to currency translation recorded in other comprehensive income (loss).

(e) $ 5 million net reduction to valuation allowance recorded as an income tax benefit.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures